Xrossover B10 x TS
by DMChumble
Summary: A Crossover with Ben 10 and Totally Spies, I decided to try my hand at writing crossovers and decided to start with this one, I hope you all enjoy it. Completed.
1. Chapter 1

Xrossover  
B10 x TS Chapter 1

"I'm so bored." A Nineteen year old Ben Tennyson spoke sitting upside down on the couch with a chemistry book in his hands reading over it. He'd grown more muscular in the past few years, however he wasn't quite as buff as when he'd first met his Ben 10,000 self. He was also a bit taller than the old Omniverse days, and had taken to wearing just a simple black wife beater and a pair of dark green jeans with the number 10 on the back pockets. Sometimes when he needed it he had a new jacket that was black with green stripes on the back and arms and the chest area and down was green with black stripes resembling the look of a Galvanic Mechamorph, or more simply, it was a zip up hoodie that looks like it was designed to look like Upgrade.

"Ben you gotta study in order to stay in college." His cousin Gwen Tennyson stated with a sigh while working on some math homework. She's started wearing a short sleeve soft purple shirt with the old cat symbol she had as a kid on it, along with some almost knee length blue jean shorts, and had grown a little taller but was shorter than Ben, Kevin, and Rook. She'd grown her hair back out and had it tied into a pony tail, she also ditched the dorky framed glasses in favor of thin framed simple rounded ones that looked a lot better on her than the dorky ones she'd worn during the omniverse days.

"They' don't have to study." Ben complained gesturing to Rook Blonko and Kevin Leivin and then throwing the physics book on the table. Kevin had gone back to his old Alien Force days Attire but had cut his hair and had grown taller but about the same muscle build, he was the tallest of the group with Ben and Rook close behind. Rook however, had taken more to earth culture and though he'd grown out his chin hair slightyly more it wasn't quite a beard, he'd grown taller and muscular just barely taller than Ben by maybe half an inch or so, and was currently in a pair of black colored jeans with Blonko writtenon the sides of the legs designed to look as though it was runny spray paint. He also wore a blue shir that was lighter in color than the blue of his fur and it had the Plumber Logo on the chest, he'd also traded out his boots for slip on steel toed shoes as well.

They also don't GO to College." Gwen Reminded Ben with an annoyed sigh as Kevin and Rook looked over for a moment then went back to talking about Automotives.

Suddenly a bright flash appeared in front of them though it was one they were familiar with as Paradox appeared in front of them though the outfit he was wearing was very strange as he had visor shades, his hair was longer with purple frosting tips and he had a torn up jacket with spikes on it it looked like he'd just some from a stereotype of the 80's, and probably had too.

"Hello everyone." Paradox greeted them before realizing his outfit caught them off guard. "Oh, my apologies, I just came from an 80's party with Twisted Sister." He then explained before another flash happened and he was back in his classic UAF attire instead of the steampunk Omniverse outfit.

"Whoa, going Retro I see." Ben spoke in response seeing Paradox back in the old attire.

"Of course, and sadly this isn't a pleasure visit, there's something strange going on and I need your help to correct it." He explained skipping the pleasantries and just getting to the main part this time.

"Really? Can't be all that bad can it?" The Green eyed young man spoke in response thinking it couldn't be all that bad considering everything else he's done.

Though Just then a green light appeared with Azmuth standing there with a metal spherical capsule behind him. His outfit however was now different that what we are used to. It was kind of a mix of a scientist and a some sort of weird sorcerer cloak.

"What's with the outfit?" Ben questioned confused as to his new attire.

"Nevermind that now, give me the Omnitrix, I have something new for you." The Galvan explained to him about why he was there.

"Um, okay?" Came the response as Ben just held up his arm letting Azmuth take off the OV Omnitrix and open the pod attaching the new one instead. It kinda looked like a streamlined and upgraded version of the Ultimatrix. "So why an Ultimatrix?"

"You will need all the extra power you can get, and it's called the Mluti Universal Interdimensional Ultimate Omnimatrix." Azmuth then told him about the device.

"Seriously, we gotta talk about these names. How about something simple like Ultimatrix M.U." Came the suggestion as he tried it on and began playing with the dial. "Can't wait to try out the new settings and things."

"You'll have to find that out later Ben, right now it's time to go." Paradox spoke looking at his pocket watch saying that it's time to get going for them before the two of them vanished Where they went, only the two of them would know.


	2. Chapter 2

Xrossover  
B10 x TS Chapter 2

Ben was in a strange void of space with Paradox and looked around curious to see what exactly it was that he was needed for, but sadly it seemed as though there was nothing around them. Though, soon something appeared in front of them and that's when Paradox decided to speak about it.

"There are Many Universes and Many Dimensions, they'll need your help." Paradox then explained to Ben about what they're doing right now.

"Alright then, let's get started, if anything happens while i'm away and my team can't handle it come and get me." He told Paradox with a nod ready to get going.

With a Nod the man in the white labcoat looked at his pocketwatch for a moment before looking at the college aged Ben and the new universe they were about to go to, then closing their watch without saying anything. This did confuse Ben at first until he blinked and realized he was falling, falling down what seemed to be some vents of some kind. With no time to think Ben hit the new watch and was turned into an ugly yellow little blob in green underwear with the Ultimatrix M.U. symbol on their stomach where their belly button should be.

"OH Man." He exclaimed slapping his face and pulling his eyelid down before they slapped back into place, followed by him flying down and hitting a grate before falling out of the vents completely. "Paradox we gotta talk about where you drop me off at."

"EW! Like, what even is that grody thing?" A female voice spoke up sounding disgusted by whatever she was seeing.

"I know they're the worst, but you think this is bad you should see Toepic." The yellow bloblike alien said standing up and seeing three beautiful women standing in front of him, they were wearing different colored catsuits and getting confused he then spoke. "What are you wearing?"

"Spy suits." The dark haired girl spoke up, she looked to be a little more muscle toned than the other two though which made The Worst look at them in even more confusion before starting to laugh.

"Yes, because nothing says Secret Agent than full boddied Neon Catsuits." He joked in response to their statement making them get mad.

"Better than that grody.., whatever you are." The blonde one spoke in response clearly insulted by his statement.

"Atrocian." He responded to them about what he was making them raise an eyebrow.

"Atrocious is right, ugh." The Red headed one spoke up next looking at him, she clearly didn't like the look of him either.

"Not Atrocious, Atrocian, An Alien Species." He explained to them in response before hitting the strange symbol on his stomach and changed into a human. "I'm Ben Tennyson, a Plumber, and you are?"

The girls covered their eyes from the bright light and instead of that.. Atrocian thing there stood a young man with brown hair and green eyes, actually, he was kind of attractive, but really, a plumber?

"Uh, why is a plumber here? The bad guys have a leaky pipe?" The Blonde girl asked in response to his statement.

"No, the Plumbers are an intergalactic Organization where I'm from. We handle things like Aliens, and criminals who use their tech or cause trouble, basically we're the cops that handle things normal cops can't." The guy, Ben, explained to them about just what the Plumbers organization is.

"Isn't that like, the center?" She questioned him since that's all they'd ever heard of that dealt with aliens and the like.

"Never heard of it, anyway who are you?" Ben questioned the girls telling them that he had personally never heard of that before.

"I'm Alex, this is Sam, and Clover. We're from WOOHP." The girl with dark hair spoke introducing herself and her two friends to him and saying they were working for a place called woohp.

"If you say there it is I'm going to hurt you." Ben then spoke annoyed hearing the Woohp part making them have a confused face before realizing what he meant.

"Uh, No. WOOHP, World Organization Of Helping People, P." The Red haired girl, Sam, explained to Ben in response about that.

"And I thought the Plumbers was stupid." The dark haired young man joked in response to hearing how rediculous their organization's name sounded.


	3. Chapter 3

Xrossover  
B10 x TS Chapter 3

Ben had met the totally spies team where we left off, however there was no time for anymore plesantries as the whatever group of bad guys they were dealing with had found them and were currently shooting at them using blasters.

"Great, now we have to deal with this, y'know this mission was going a lot smoother before you came along Ben." Sam complained while they were hiding from the the enemy who was shooting at them.

"Ya ya, I've got this." Ben spoke in response messing with the dial on his watch while they were hidden behind some metal crates as makeshift shelter.

"Oh ya, becuase that grody little blob will help us." Clover spoke sarcastically watching Ben messing with his watch.

"Who said I was turning into The Worst again?" He questioned dailing up a form and finding what he was looking for.

"So then what are you doing?" Alex questioned confused as to what exactly Ben was doing with that strange watch of his.

"Just sit back and enjoy the show, it's Hero Time." He spoke before hitting the dial on his watch and causing a bright almost blinding green light to flash, and standing before them was a humanoid being made of what looked like crystal.

"Whoa, what is that thing?" Sam questioned impressed with the new transformation as it looked really strong, nothing like the yellow blob thing, atrocian? that he'd been before.

"Diamondhead is a Petrosapian." Explained the living crystal as he stood up and the lasers didn't even affect him instead simply bouncing off like a crystal reflecting light. "Now let's deal with these loosers."

Ben, as Diamondhead, began firing crystal shards at the enemy causing them to try to take cover though he'd managed to hit a few tearing their outfits and finding that they weren't even human, they were robots under all that clothing, this caused him to smirk since he didn't have to hold back and he began firing at anyone that came close while creating walls of crystal for the spies to hide behind. He continued until the hall was cleared.

"Alright, that's the last of them." Diamondhead told the girls saying that it was safe to come out of hiding.

"So like, what are these crystal make out of anyway?" Clover questioned looking over at Diamondhead and knocking the back of her knuckle onto one of the walls he'd made.

"Y'know, I'm not exactly sure, I'll have to ask Tetrax when I get back." He answered changing back into Ben in a flash of green light. "Still, it's harder than diamond and can be made almost as hard as Taydenite though."

"Uhh, and that is?" The blonde then questioned having no idea just what exactly that would be since it's not a thing where she's from.

"Basically it's a crystal harder and even more valuable than Diamonds." Ben explained to them with a shrug as if it was no big deal and saw the stars in her eyes. "No, I can't make Taydenite, just crystals that are as hard as it."

This caused Clover to pout hearing he couldn't make any for her. She was looking forward to something like that. "So like, what else can you change into?" She questioned him wondering more about the watch.

"Thee's more than a million different species, I dunno what all I can turn into, Previously it's been upwards towards about ninety so far that I've unlocked but haven't tried them all." Ben answered about the watch as they continued on.

"Do you have one that can get us through there?" Sam questioned gesturing to a group of bad guys that were about halfway down the hall they were about to go down hoping they wouldn't have to fight them.

"Ya, I got something." He spoke dialing up something on his wrist watch and slamming his hand down onto it causing him to change into a white large creature with short legs and thick arms covered in yellow shell parts on it's arms and back.

"Just how is this.. thing, supposed to help?" Sam questioned with a puzzled yet curious look as she knocked on the hard shell parts of whatever Ben had changed into this time.

Without saying a word Ben then wrapped himself around the girls and turned into a ball with the shell on the outside and began rolling at high speeds towards the guards, before they could react he'd knocked them down and out like bowling pins and contined on further down into a larger room, this seemed like where the bad guys would be having their main plan happening, there were some tanks and other military gear as whatever Ben had turned into then rolled over to a hidden spot to let the spies out unseen.


	4. Chapter 4

Xrossover  
B10 x TS Chapter 4

After whatever he'd turned into dropped off the girls they seemd a little disgusted by him and seemed as though they were about ready to barf. Thankfully though, they'd gone unnoticed for the time being, and being in the heart of the base, that's probably a good thing.

"Do you have any idea how bad it smells in there?" The blonde spy in red questioned the strange creature that Ben had transformed into.

"I'm sure you can handle a little Arburian Musk." He stated in response and ducked down when the workers there shined a light nearby them to avoid being detected. "Besides it got us here didn't it?"

"So this one is called Arburian?" The dark haired girl in yellow then asked finding the name weird to hear.

"No, Arburian Pelarota is the name of the alien species I am right now." He then explained to them trying to keep quiet while doing so, but it was a little difficult due to his size and awkward preportions. "Personally I named this one Cannonbolt."

"Cannonbolt?" The Red Headed Spy questioned tilting her head a little confused hearing the name.

"Yes, Cannonbolt." They answered changing back into Ben and peeking out to see just how bad things were going to be. "From the looks of things we're gonna have a fight on our hands, we'll need a heavy hitter." With that he began to mess with the dial on the watch.

"So what kind of heavy hitters do you have?" Clover spoke questioning what he'd use for a heavy hitter as they watched the workers around them and ducked back down when the spotlight came back towards them.

"I'm thinking Atomix." Ben stated in response and found them on the dial. "Get ready once I transform all hell is going to break loose." Came the warning as the spies then nodded and prepared their gadgets getting ready for a serious fight.

After gettting ready and preparing their gadgets one at a time they nodded towards Ben giving him the all clear / go ahead to change into whatever he was getting ready to change into so that they could deal with all these bad guy that had them surrounded. They'd have to come out swinging if they wanted to win this time it seemed.

"Alright then, say it with me now." Ben spoke with a nod ready to get into the fight and take down whatever evil group these guys worked for and once again save the day.

"IT'S HERO TIME!" They all said together as Ben slammed the dial down on his wrist changing into a large humanoid alien that looked like he was flowing with nuclear energy through certain parts of his body, they were large and and yet gave off an air of heroic confidence like what you'd see in those old comic books.

The girls then began to fight with the bad guys using their gadgets to take them down while Ben.. uh, Atomix, began to take down their larger forces such as the workers in robot suits and tanks and other vehicles he'd sometimes called the name of the attacks blasting them apart.

"Girls, get out of here I'm going to blast the place." Atomix warned as the Spies then ran out the nearby garage door and blasted at anyone trying to chase them. "HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA!" He spoke charging up the energies in his body. "NUCLEAR WINNER!"

"What's suppo." Alex spoke not sure what was happening when a Giant Green blast of energy literally blew off the roof of the facility, along with the walls and the doors, almost everything was vaporized around them, but thankfully they were alright since they were outside of the blast zone and Ben was standing in the middle of it looking exahusted.

"Okay bad idea." Ben spoke to himself with a sigh before standing back up looking tired due to feeling exahusted but still managing while breathing heavily.

"BEN!" The girls called together running towards him as he sat down on some rubble glad to see that he was alright.

"I'm alright." He told them in response saying not to worry about him and waving away their concerns but then noticed a beeping sound. "Do you three hear that?"

"What's that beeping?" Sam asked hearing it too as they all seemed confused and Ben stood up listening for the beeping and pushed down some of the rubble before his eyes went wide.

"Oh no." The young man then spoke seeing what had been the cause of the beeping as they were all now facing a strange looking device with weird markings on it changing at a rapid pace.


	5. Chapter 5

Xrossover  
B10 x TS Chapter 5

When we left off Ben had seemed surprised by something that had been beeping under some rubble, he'd found a strange silver and metallic device with odd symbols on it changing at a Rapid rate. The spies, Sam, Clover, and Alex, had helped him find it and had no idea just what it was nor why Ben looked so freaked out about just what they were looking at.

"What is this thing and why do you look so freaked out?" Sam questioned Ben as to what exactly they were looking at exactly.

"This is bad, it's a modified Chronosapian Time Bomb with an antifusion core." Ben responded looking worried and dialing up something on his watch looking for the right one. "Come on, come on."

"What are you doing?" Clover questioned seeing that he was trying to find something on the dial of the device on his wrist.

"No Alien X, Guess I'll have to try Gray Matter." Ben spoke more to himself and dialed up an alien before hitting the dial and then changed into a small grey alien with large eyes and a big head, then found an opening and crawled into the device.

"How is that little thing going to help?" Alex questioned watching him and peeking inside of where he'd crawled using her phone's flashlight to see him.

"Gray Matter is one of if not the smartest Alien transformation I have." Ben, Gray Matter, explained taking a look at things on the inside of the explosive and then looked freaked out a bit. "Oh no, nononononononono. NO!" He called upset about what he was seeing inside of it. "The internal shut off mechanism is too damaged to use to keep it from exploding." Gay Matter exclaimed before climbing back out of the device looking a bit freaked out as he changed back into Ben.

"So what does that mean exactly?" The red headed spy questioned Ben not understanding just why this thing was so dangerous as they'd never come across it before.

"If this thing goes boom you're entire universe will be wiped from existence." Ben explained as the countdown was getting faster and he began messing with the dial on his watch again.

"What? Isn't there something you can do?" The Blonde spy spoke next hoping he had something that could stop it from happening.

"I'm trying, but I don't have Access to Alien X. Come on New Ultimatrix give me something." The brown haired young man spoke before spinning the dial and hitting the device leaving it to chance and hoping to get lucky with this situation, he'd changed into a small green alien with small claws on each hand and his feet, they had a large mouth and multiple tongues. "Upchuck? Upchuck can't..." The creature began to say but then stopped to think. "Maybe they can."

"Maybe they can what?" The dark haired spy questioned next curious as to just what his plan was to deal with this situation they'd found themselves in.

"Going Ultimate."They explained to the girls hitting the symbol on their chest which caused them to begin changing shape again.

By striking the symbol on his chest and then began changing, growing larger and having larger claws and a gelatinous form that still seemed solid, kidof like a cross between goop and the upchuck queen from Omniverse, his mouth was now a lot larger and when he opened it, it unhinged like that of a snake. With large tongues shooting out and wrapping around the device before pulling it into their mouth and swallowing the device whole. The device then exploded inside of his stomach causing him to expand like a large balloon getting ready to pop from having too much air in it, then slowly began to go back down to it's normal size with it's stomach glowing.

"Did you just eat the bomb?" Clover questioned after witnessing him doing just that, it was hard to belive her own eyes honestly.

"Yup, thank you Ultimate Upchuck." He spoke before hitting the sybol on his chest and changing back into the weird alien he'd been before then hitting it again changing back into Ben. "That's much better, I felt like I was going to pop."

"You. Ate. The. Bomb." Sam spoke trying to process that information completely caught off guard by what Ben had just done to save them.

"Ya, that's Upchuck's power, they can eat just about anything that isn't normal food." He explained to them in response.

"If their power is eating why are they called upchuck?" Alex questioned as to why he'd call them that.

"Eat something like a tire or metal and spit it back out as an energy ball." He explained to them about why he'd named the alien Upchuck.

"So it's not just eating things, good to know." She responded hearing more about the power he had.

"Well said Ben." A voice spoke from behind the group as they turned around to see just who spoke.

"Who's that?" Clover questioned about the guy that was talking, he'd been in a lab coat and was looking like a pocket watch.

"Oh, he's my ride." Ben answered simply walking on over to him. "Bye."

The girls watched as the guy looked at his pocket watch and then both he and Ben vanished when he closed the watch leaving them alone to contact Jerry and let them know about what had happened while Ben and Professor Paradox were off to wherever he needed to go next.


End file.
